The Directors are pleased to present the Twenty Sixth Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2017.

Performance of the Company

(In millions)

Particulars

Standalone 2016-17

Consolidated 2016-17

USD

USD

Revenue from operations

196.72

13,223.23

494.40

33,233.61

Profit before Tax (PBT)

29.49

1,982.44

44.50

2,991.17

Profit after Tax (PAT)

25.19

1,692.94

35.49

2,385.44

Result of Operations

During the year under review, the total revenues from operations (consolidated) increased to Rs, 33,233.61 million, a growth of 3% over the previous year. Earnings before interest, tax, depreciation and amortization was Rs, 3,747.19 million on consolidated basis. Net profit after tax (consolidated) decreased by 15.08% to Rs, 2,385.44 million.

In US Dollar terms, revenues from operations for the year on consolidated basis was Rs, 494.40 million as against Rs, 490.31 million during the previous year, a growth of 0.83%. Average realization rate was Rs, 67.22 per US Dollar.

The Directors are pleased to recommend a final dividend of Rs, 2.20/- per equity share of face value of Rs, 2/- each (110%)on the paid-up equity share capital of the Company for the year under review. The total pay-out will amount to Rs, 522.95 million including dividend distribution tax.

Share Capital

The issued, subscribed and paid-up capital of the Company as on March 31, 2017 is Rs, 394.99 million, consisting of 197,498,742 equity shares of Rs, 2/- each.

CRISIL Ratings

For the bank loan limits of Rs, 4,445.50 million, CRISIL has assigned the long term credit rating of AA-/ Negative.

Quality and Information Security

Our focus on quality and innovation has helped us deliver increased value to our customers. We continue to focus on strengthening our commitment to quality by sustaining and increasing the scope of our existing certifications. During the year under review, the Company has successfully completed surveillance audit of ISO 9001:2008 (Quality Management Systems).

We also continue to maintain certifications for ISO 27001:2013 (Information Security Management Systems) and ISO 22301:2012 (Business Continuity Management). We have successfully completed our surveillance audits for the above two certifications in this year. The Company continues to maintain the highest level of process maturity at Level 5 for CMMI-DEV® V1.3 (Development) and the Automotive SPICE ® organization maturity Level 5.

Our customers and market place are changing at an unprecedented speed and it is imperative for the Company to align with the changes in the market by utilizing tools and governance mechanisms which can adapt and facilitate change with ease. Keeping this in mind, we have adopted industry leading project management tool which has enhanced features like mobile support, custom workflow definition and Agile support apart from being a platform for aggregating information and data to offer consolidated engineering analytics. We also continue to strengthen its Business IT delivery through focus on automation levers across SBUs and Practices.

Productivity

To enhance productivity, a key initiative has been taken to create a RAD (Rapid Application Development) Framework -named FoundationK, which has been developed to address the need of the market which is trending towards Agile, rapid go to market and achieve significant not just incremental productivity improvements. This is Transformational and Disruptive application development framework which has equipped our developers to build Scalable, Secure, High Performance, Reliable, Responsive UI and Multilingual application with a framework which has fundamental components available eliminating the effort to develop from scratch. This has provided significant improvement in productivity, greater reduction in time to market and significant code quality improvement leading to enhanced customer satisfaction.

Our process improvement drive continues to be strengthened by leveraging workflow optimization, six sigma and lean principles. We are committed to support the dynamic business needs of our customers through continuous focus on operational and quality excellence.

Institutional Shareholding

As on March 31, 2017, the total Institutional shareholding in the Company was 54.30% of the total share capital.

Information about the Subsidiary Companies

As on March 31, 2017, the Company had 15 subsidiaries, including step-down subsidiaries.

During the year under review, KPIT medini Technologies AG was sold to ANSYS Germany GmbH on November 2, 2016. Also MicroFuzzy Industrie - Elektronic GmbH, a German based company was acquired through KPIT Technologies GmbH, effective November 30, 2016.

In accordance with Section 129(3) of the Companies Act, 2013, (hereinafter referred to as "the Act") the Company has prepared consolidated financial statements of the Company and all its subsidiary companies, which forms a part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies in Form AOC-

1 is annexed to this Report as "Annexure 1".

In accordance with Section 136(1) of the Act, the Annual Report of the Company, containing the standalone and the consolidated financial statements and all other documents required to be attached thereto have been placed on the website of the Company, www.kpit.com. Further, a report on the highlights of performance of subsidiaries and their contribution to the overall performance of the Company has also been placed on the website of the Company. Members interested in obtaining a printed copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Company''s registered office.

Directors

During the year, Mr. Sachin Tikekar, Whole-time Director of the Company was re-appointed for a period of 5 years w.e.f October 20, 2016.

In accordance with Section 152 of the Act, Mr. S. B. (Ravi) Pandit retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Ms. Lila Poonawalla, Dr. R. A. Mashelkar, Mr. Adi Engineer, Prof Alberto Sangiovanni Vincentelli were appointed as Additional & Independent Directors for a period of 5 years w.e.f April 1, 2017, subject to approval of the shareholders. The proposal for the same is being made to the shareholders for their approval at the forthcoming Annual General Meeting.

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act, read with the Rules framed there under:

Pursuant to the provisions of Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on July 25, 2014 for a period of five years, subject to ratification by the members in every Annual General Meeting. Based on the recommendation of the Audit Committee, the Board recommends ratification of the appointment of B S R & Co. LLP, as the Statutory Auditors of the Company, at the ensuing Annual General Meeting.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The report does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company appointed Dr. K. R. Chandratre, Practicing Company Secretary, as the Secretarial Auditor to conduct audit for the year under review. The Secretarial Auditor''s report for the year under review is annexed to this Report as "Annexure 2". The report does not contain any qualification, reservation or adverse remark.

Corporate Governance

A separate section on Corporate Governance with a detailed compliance report thereon forms a part of this Report. The Auditors'' Certificate in respect of compliance with the provisions concerning Corporate Governance, forms a part of this Annual Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the SEBI (LODR) Regulations, 2015").

Management Discussion and Analysis

A detailed review of the operations, performance and future outlook of the Company and its business is given in the Management Discussion and Analysis Report, which forms a part of this Report.

- Ms. Vaishali Vaid, VP & Head - Global HR, was recognized as the ''Most influential HR leaders in India'' by the World HRD Congress and also recognized with the Women Leadership Achievement Awards at the 4th World Women Leadership Congress & Awards (WWLCA);

- KPIT''s community driven water conservation project received jury award by FICCI;

- KPIT bags ''Order of Merit'' awards for its ITS at the Businessworld Smart Cities Conclave & Awards;

- KPIT wins Oracle Excellence Award for Specialized Partner of the Year - North America in Mobility Category;

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of '' 1 crore 2 lakhs or more, or employed for part of the year and in receipt of '' 8.5 lakh or more a month, and other employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as "Annexure 3(a)".

The ratio of the remuneration of each director to the median employee''s remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as "Annexure 3(b)".

Employees Stock Option Plan (ESOPs)

Information relating to ESOPs of the Company is annexed to this Report as "Annexure 4". The information is being provided in compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013

The Company has in place a policy on prevention of sexual harassment and has put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. One case of sexual harassment was reported and due diligence was followed as part of the process. The case was closed post investigation by the internal committee.

Fixed Deposits

The Company has not accepted any deposits as on March 31, 2017.

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014

Conservation of Energy

The Company always endeavors to reduce energy consumption and achieve conservation of resources. Many initiatives taken in this connection have been detailed in the previous Board''s Reports which the Company continues to implement. Apart from those initiatives, the following PAN India measures were undertaken to reduce energy consumption resulting in Pune (30%), Bangalore (15%) and Mumbai (19%) saving over the period of 6 years. Few initiatives undertaken in FY16-17 are listed below:

- Well excavation & construction at Guhini & Metpilawar Village, District Pune resulting in a capacity to store 2.5 million litres of water.

- Widening and deepening of water canal at Wajeghar Village, District Pune, creating a water reservoir of 10 million litres of capacity.

- Soil Dam at Varoti & Pasali, District Pune, with a capacity to conserve 8 million litres ofwater.

- Cement Nala Bund (CNB) at Shelgaon Village, District Osmanabad, enabling a water corridor of 22m x 600m x 2m. This will result in a storage of 16 million litres of water.

- Afforestation efforts led to planting of saplings at Bengaluru and Pune locations, with an overall survival rate of 80 percent.

- As a part of Zero Garbage project, in association with Janwani, Pune - a total of 1,069 awareness programs have been conducted across Pune city.

- Since 2010, we have been celebrating the Environment Week on the occasion of "World Environment Day". In the year 2016-17, Environment Week was celebrated from June 1 to June 6, at all our locations in India.

- Mr. Ravi Pandit has been nominated as a National expert on ''Technology Evaluation Committee for Solid & Liquid Waste and Water Supply''.

Occupational Health and Safety Assessment Series (OHSAS)

The following activities were carried out by the Company under

OHSAS in 2016-17:

- Framework created to move away from a week of health and wellness to annual approach for "Health and Wellness";

- Choice of workout provided considering the popularity and trendy ways of exercise:

o IntroductionofZumba

o Introduction of Yoga

- Health check-ups & diagnostic support to employees and their families:

This year, we took a goal of improving the organizational productivity and enhanced end user experience. In pursuit of this goal, we have undertaken a strategic initiative called ''Simplificar'' which aims for process standardization, simplification and actionable business insights spanning organization wide business processes. SAP S/4 Hana has been chosen as the ERP application and will be the mainstay of the "System of Records". We have also initiated the development of ''Next Generation Engagement Systems'' which will integrate with the System of Records. The constituents of the ''Engagement systems'' are being developed using the Agile application development methodology. The engagement systems that are being designed, leverage various cognitive technologies that will improve user experience on one hand and pursue process optimization on the other. Some key features of the ''Engagement System'' include responsive UX, Device Agnostic UI, highly personalized Context and Persona based content delivery that gives proactive insights which would improve ''In the moment effectiveness''. This will be a true blue "conversational system" with a focus on ''Experience first!''

Last year, we also rolled out an initiative to implement integrated collaboration platform using Cisco''s WebEx technology. This has led to substantial cost reductions vis a vis traditional audio conferencing services while providing a seamless meeting experience that is greatly enhanced by features like ''one touch audio / video calling'' from any device, application and presentation sharing, personalised meeting rooms for relevant users, meeting recording and sharing etc. We also invested substantially in securing our infrastructure against cyber security threats. The implementation of the Next Generation Firewall and Wildfire platforms from Palo Alto Networks are major steps taken in this direction and have helped in securing business applications and infrastructure from advance threats. In the same vein, we have also implemented ''TRAPs'' from Palo Alto networks for Advance Threat Protection solutions on end points. This solution protects end user devices against Advance Malwares and Exploits. All these preventive security technologies have led to us running a ''Zero Incident'' infrastructure in the last year.

We focused not only digitizing IT infrastructure but also invested in making the campus infrastructure ''Smart''. Using our Smart Campus platform, last year we rolled out many applications like Smart Parking that uses automatic number plate recognition technologies, Smart Cafeteria uses location aware solution, provides online ordering of food and uses e-payments. Our Smart Asset Management application provides real time inventory of all the assets while the Smart Incident Management application helps our employees initiate a ''one click'' reporting of incidents by scanning the QR codes designated to common areas. These apps have improved employee experience and productivity. We are also in process of digitizing all campus infrastructure like HVAC, CCTV, pumps, water level controllers, elevators, power meters, D.G sets, access control etc. and bringing real time insights on our campus platform.

Next year, we aim to focus on setting up Digital Labs and a Centre of Excellence (CoE) that will showcase transformational use cases using digital technologies. The CoE would enable our customers to co-innovate with us using the lab infrastructure. We have realized the important role of digital technology on every business unit / function and our customers. We are focusing on creating ''Think Digital'' culture and initiating steps towards propagation of digital skills across the organization.

Research and Development (R&D) Activity We have received an "Order of Merit" Award at the Business world Smart Cities Conclave & Awards for its Intelligent Transport System - A solution that enables higher ridership in buses by making it safer, smarter and more efficient. Business world Smart Cities Conclave & Awards is a platform that recognizes the solutions that address problems posed by rapid urbanization in the domain of transportation for the cities.

KPIT''s innovative and indigenous electric bus technology -Revolo was featured in the UN ''Energy Grant'' list.

KPIT was nominated among 8 finalists from 157 international applicants for the prestigious 2016 UN-DESA (United Nations Department of Economic and Social Affairs) Grant on Energy, themed around ''Energy for Sustainable Transport.'' KPIT was recognized with a ''Certificate of Appreciation'' for its indigenous electric bus technology — Revolo — that enables clean urban mobility.

KPIT was invited to the United Nations HQ in New York, on December 14, 2016, for a special event organized by the secretariat entity.

We bagged the ''Promising Transport Innovation Award'' at the International Transport Forum (ITF) 2016 Summit in Leipzig, Germany. KPIT won the award for its technology ''REVOLO'' that enables clean urban mobility.

The ITF Promising Transport Innovation Award recognizes innovations that have the potential to significantly improve the quality, performance, user experience, accessibility, sustainability or inter-modality of the transport. It is instituted by ITF, an inter-governmental organization which acts as a think tank for transport policy with 57 member nations.

REVOLO is a versatile system, designed to work across different bus formats. The key components of the system are lithium ion batteries, electric motors, a power transmission unit and smart electronic control units. The Smart Electric buses have multiple features like Intelligent Transport Systems, Mobile Phone App for journey planning and ticketing, Wi-Fi Infotainment etc. which provide a superior ride experience that can help encourage adoption of public transport.

A separate section on R & D activities forms a part of this Annual Report.

The total amount spent on R&D activities is given below: R&D expenses for the year ended March 31, 2017

Particulars

Amount (Rs, in millions)

Key Project Details

Expensed in the statement of Profit and Loss (Refer Note 1)

188.53

Solar,Bus_Program (HEV), ITS Eng, Innovation

Capital work-in-progress

230.22

ADAS, Autosar, K-SAR, BUS, CREST, Power train

Assets capitalized during the year

38.69

Total

457.44

Notes:

1. Out of total R & D expenditure of Rs, 188.53 million, eligible R&D revenue expenditure under Section 35(2AB) of the Income Tax Act, 1961, for the Company is Rs, 125.61 million.

Foreign Exchange Earnings and Outgo

Given the global nature of the business of the Company, exports always form its thrust. Total foreign exchange earnings during the year have been Rs, 9,586.28 million (previous year'' 9,900.37 million) and foreign exchange outgo (including imports) has been '' 324.53 million (previous year'' 688.24 million).

Board Meetings

Six meetings of the Board of Directors were held during the year. More details about the meetings are available in the Report on Corporate Governance, which forms a part of this Annual Report.

Committees of Board

The details regarding Committees of the Board of Directors of the Company are given in the report on Corporate Governance, which forms a part of this Annual Report.

Independence of the Board

The Board of Directors of the Company comprises of optimum number of Independent Directors. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of theAct:

Sr.

No.

Name of the subsidiary

Nature of transaction

Duration

Rate of Interest

(%)

Amount (Rs, in million)

Purpose

1

KPIT Technologies (UK) Limited

Guarantee

Till April 30, 2017

NA

80.88

For setting up the credit facilities

2

Impact Automotive Solutions Limited

Acquisition

NA

NA

500.10

Equity infusion

1. Ms. Lila Poonawalla

2. Dr. R. A. Mashelkar

3. Mr. Adi Engineer

4. Prof. Alberto Sangiovanni Vincentelli

5. Mr. Anant Talaulicar

Company''s Policy on Directors'' appointment and remuneration

Pursuant to the provisions of Section 134(3)(e) of the Act, the policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is annexed to this Report as "Annexure 5".

Particulars of loans, guarantees or investments under Section 186 of the Act

Particulars of loans, guarantees or investments made during the year under review, pursuant to the provisions of Section 186 of the Act are as below:

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as "Annexure 6".

Material changes and commitments affecting the financial position of the Company

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Risk Management Policy

A mechanism to identify, assess, monitor and mitigate various risks to key business objectives of the Company is in place. A write-up on Enterprise Risk Management is included in this Annual Report.

Internal Control Systems and Adequacy of Internal Financial Controls

The internal control systems of the Company are adequate considering the nature of its business, size and complexity. The Statutory Auditors as well as the Internal Auditors of the Company review the same on periodical basis. Further, significant observations, if any, and action taken reports on the same are considered by Audit Committee at their meeting.

The Act has made it mandatory for the Directors in their Responsibility Statement in the Board''s Report to state that "the directors, in the case of a listed company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating "effectively". The above statement has to be affirmed to by the Statutory Auditors in their Audit Report.

As per explanation provided to Section 134(5)(e) of the Act, "internal financial controls" means "the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information".

Components of internal control define internal control over financial reporting as a process designed by, or under the supervision of CEO and CFO office and effected and approved by the Board of Directors and management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Indian Accounting Standard (IND-AS) and includes those policies and procedures that:

- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets and liabilities of the Company;

- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IND-AS and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and Directors of the Company; and

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company''s assets that could have a material effect on the financial statements.

Audit Committee Recommendations

During the year, all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is as mentioned in the Report on Corporate Governance, which forms a part of this Annual Report.

Corporate Social Responsibility (CSR)

The Policy on Corporate Social Responsibility of the Company and the details about the development of CSR Policy and initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been annexed to this Report as "Annexure 7".

Formal Annual Evaluation by the Board

A separate meeting of the Independent Directors of the Company was held on February 17, 2017, in which a formal evaluation of performance of the Board, Committees and the individual Directors was carried out. The performance evaluation was conducted based on the criteria specified in the Act, Regulation 17 of the SEBI (LODR) Regulations, 2015 and Guidance Note on Board Evaluation issued by SEBI.

The feedback based on evaluation was discussed with the Chairman of the Board and given to the Directors.

Vigil mechanism

The Company has established a vigil mechanism as per Regulation 22 of the SEBI (LODR) Regulations, 2015 for Directors and employees to report their genuine concerns. The details of the same are explained in the Report on Corporate Governance. The Policy on Vigil Mechanism may be accessed on the Company''s website at the link: (http://www.kpit.com/ company/investors/corporate-governance).

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this Report as "Annexure 8".

Responsibility Statement of the Board of Directors

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that:

i) in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended March 31, 2017;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual financial statements have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CEO& CFO Certification

Certificate by Mr. Kishor Patil, CEO & Managing Director and Mr. Anil Patwardhan, Chief Financial Officer, pursuant to the provisions of Regulation 17(8) of the SEBI (LODR) Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on April 26, 2017.

A copy of such certificate forms a part of the Report on Corporate Governance.

Acknowledgments

We take this opportunity to thank all the shareholders of the Company for their continued support.

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We further thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Development Centers (SDCs) / Special Economic Zones (SEZs) - Navi Mumbai, Chennai, Bengaluru, Hyderabad, Noida, Pune and all other government agencies for their support and look forward for their continued support in future.

The stock of KPIT Technologies is best to be picked with a target of Rs 290 as amid strong growth in Product Engineering services, the company has guided for the revenue growth of 8-10% in USD terms for FY19.

With an upside target band of Rs 238-245, the stock of KPIT Technologies can be held for the next 2-3 weeks as the price of this stock was found having shifted into an upside bounce in the last three weeks post a sharp decline shown by it during

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